


Tentacles All Around

by Tallihensia



Category: Smallville
Genre: M/M, PWP, Tentacles
Language: English
Status: Completed
Published: 2011-06-03
Updated: 2011-06-03
Packaged: 2017-10-20 02:26:25
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 7,315
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/207784
Author URL: https://archiveofourown.org/users/Tallihensia/pseuds/Tallihensia
Summary: <blockquote class="userstuff">
              <p>Inside the caves are more areas than have been explored. One night, the caves call Clark. Clark learns more about his alien heritage -- and so does Lex.</p>
            </blockquote>





	Tentacles All Around

**Author's Note:**

> **Disclaimer:** Only mine in my dreams. ^^ This story was written for free entertainment purposes only and may not be reproduced for profit or altered without permission.
> 
>  **Warnings:** tentacles
> 
>  **Spoilers:** general first three seasons
> 
>  **Notes:** Set mid Season 3, au.
> 
> Written for the [2011 Tentacle Fest](http://tentacle-fest.livejournal.com).

## Tentacles All Around

Lex prowled through the caves, holding his electric lantern up to illuminate the walls. It had been awhile since he'd been in there just to explore. Between one crisis and another, Lex's island vacation, then his clinical retreat, and then his father's interest, he just hadn't had the time. For the moment, though, Lex had shaken them all off for a breathing space and he'd come back simply to look.

He wondered if he would see Clark. The caves used to be a favorite haunt of Clark's, once upon a time; a time when they had been best friends. Lex missed those days. He knew it was partially his fault. His fault for marrying falsely, for trusting where he shouldn't, for letting his sanity lapse, for questioning where he should have left alone.

There were, however, only so many times that he could apologize. And he had other concerns. His father had not given up, and Lex had a company to run. It still hurt. Not to see that blinding smile on Clark's face, to only see Clark when he came by to ask for something. To know there had once been something more but that the Luthor heritage had finally driven Clark away.

Lex paused where he walked. Rubble on the pathway suggested there had been another rock fall. For caves that had been stable for hundreds of years, they had been through a number of seismic disturbances in the last two. Raising his lantern, Lex searched the area until he found the small hole in the upper right corner of a wall that had been exposed by this new fall.

Eying the hole, Lex knew that the wise thing to do would be to call the geologists and anthropologists and tell them about this new opening. However, Dr. Walden was dead, and the caves now belonged to Lex's father. He had evaded security to get in here, and he wasn't about to hand his father a possible new mystery.

With a sigh, Lex took off his coat and looked at his clothes with regret. They weren't his best, of course, not for a night-time visit spelunking, and they would shortly be fit for nothing more than the rag bin if he proceeded with his plan. Tearing a strip off his shirt, Lex carefully worked it until he had the lantern tied around his neck. He didn't plan on losing his only source of light while scrambling around.

Then he grabbed a rock protuberance and started to climb.

... ... ...

Clark shifted in his sleep, restless. His body thrummed with want, with something he needed. He woke up sweating, his body hot, his penis twisting restlessly under the sheets.

With a low moan, Clark put his hand under the sheets and let his penis play, as it wrapped around his fingers in sinuous, twining movements. There was a humming in his body that made him twist inside the sheets in a similar way. He wanted... Clark woke up the rest of the way and sighed. Glancing over to the clock, he shook his head.

Two am and Clark had chores in the morning. Why was he awake? Why tonight? His body wanted something he could never have. Not as an alien on Earth. No human could possibly want a tentacle as a sex partner.

Idly, he played with said tentacle, undulating his body in time with the twists his penis made around his hand. It felt so good, letting it move as it would, not holding it back. Clark could, with concentration, make it imitate a regular human penis. Well, an uncut one, as the tentacle folded down upon itself to huddle in one place. Keeping it from moving around was the hardest part, but fear in a locker room was a good motivator.

It was getting hotter in the room and his body was tingling. Normally, Clark was able to fall back asleep fairly quickly if he woke up. A quick jerk off, or twist off, and then it was back to sleep. Tonight, though, he wasn't getting any quick relief; instead, he was getting more anxious. And the tingling wouldn't stop.

Oh. Oh... **that** sort of tingling.

With a groan, Clark flung his arm over his eyes. That damn cave. What did it want **now**?

Clark had blown up his spaceship so that he wouldn't have to respond to the demands of his alien father. He would never rule over Earth, never. His birth parents were **dead**! They had sent him as an orphan to Earth. They should just leave him alone.

When Clark had thought his family was a loving one, when Dr. Swann and the Willowbrooks had told him this was the case, he'd been willing to explore his heritage. He was curious, he wanted to know more, and he'd been eager to learn. That had all changed when they had heard the message from the ship saying he was there to rule over humans. There was no mistaking that, and Clark no longer trusted anything about his heritage. The summer in Metropolis with the brand on his chest to force him back in pain and agony only reinforced his decision. Just because his true father joined up with his biological father to bring him home didn't make it right.

The call was incessant, ringing through his bones, thrumming through his blood. It wasn't the pain from that summer, this was a very different sort of call. Clark hated it. This call might feel good, but he knew it was another manipulation and he didn't want to go. Yet he couldn't ignore it. With a sigh, Clark got out of bed and sullenly dressed.

A few minutes later, he was running for the caves. Slipping through security, he got to the key room and stood there, waiting for something to happen.

Nothing did. Clark paced around, but nothing lit up, no voices spoke, it was just him and the room and his body tingling.

Looking around, Clark's eye lit on the painting of Naman and Sageeth. "Like a brother."

Walking to it, Clark put his hand on the ancient drawing. It was still a mystery, but Clark was afraid of it. When Kyla had first shown it to him, Clark hadn't put much thought into it, it was just another weird thing. Lately, though, as Lex had gotten further from him, Clark feared.

It was, Clark knew, largely his fault. He just couldn't get over his fears. Telling people had always been his biggest nightmare, and it had only gotten worse after he'd found out he'd been sent to conquer them. Facing Lex had been hard then. After Belle Reve, it had become impossible. All Clark could think about was his alienness. All he could see was Lex's curiosity. All he could hear was that line that Lex walked so close to the darkness and knowing how close Clark was to his own dark side. It was easy to be critical when you were afraid.

This wasn't right. Clark turned from the drawing, looking around the cave. This wasn't where he was supposed to be. His body still held the call, yet this wasn't where he was being called to.

Clark slipped out through the security and circled around the caves until he found a spot that pulled. Overland, he was out on the far end of the security zone. He knew there were more openings to the caves – the first one he knew of was when he'd fallen through the ground, and that was where the main research entrance was, but the Kawatchee had gotten into the caves somehow.

As he scouted around, Clark found a dip in the ground that turned into tunnel. For as often as he'd seen this area, he'd never found this entrance before. Maybe it hadn't been there at all until the caves called. It wouldn't surprise Clark if that was the case.

There was a glow ahead. Clark stopped before he turned the corner towards that glow.

"Damn you," Clark said bitterly. "I hate you for coming back into my life and I **won't** do anything you want me to! You're dead! You died with your planet and you sent me off alone as a baby. Kind and loving people adopted me and wanted me just as I am. You didn't want me then, and you can't have me now! I refuse to rule the world or learn my heritage or any of that other shit you're trying to get me to do. You're not really my dad, you're some weird alien computer or something and it doesn't matter because whatever you are, you're dead! And I won't do it. We were doing just fine before you showed up, and I wish you'd never come. I wish I'd never found these caves or the stupid key because I **hate** want you want me to do!"

The tingling in his body made him vibrate on the stone and his teeth chattered. Clark clenched his teeth and refused to take another step. Then, suddenly, it was gone.

Clark blinked a few times, but the glow was still there and the tingling wasn't. Clark wasn't sure what that meant. Cautiously, though, he walked forward. Around the corner, he ducked under a low rock, and lifted his gaze to see...

Clark's mouth dropped open. Involuntarily, he walked further into room, staring. The glow was coming from a lantern sitting in the middle of the room, but it barely registered on his mind, his attention all for the walls. Clark closed his mouth, gulped, and kept staring. Holy shit. He'd found the Kryptonian porn room.

Well, the mixed species porn room, judging by the paintings. The ancient Kawatches must have sent their kids out to do the paintings on the other walls and saved their best artists for in here. Every couple was depicted in clear and precise drawings. A man with dark hair and a curving, twisting penis, and... everybody else. Some women that looked like Kyla. Some men that looked like her cousins. Some men that looked like... oh god, they looked like Dad – or rather Clark's pseudo-memories of his grandfather, the Kent before. And that kindof looked liked Lana's relative, the girl Jor-El had liked. And that was her and him and... Clark's eyes got even wider. That was a threesome there, and a **foursome** there and---

Clark gulped, realizing the necklace memories of Jor-El's past may have left a few things out. All the others in the drawings were Earthlings. Or at least the men all had normal penises. Clark didn't know what woman of his own species would look like. He strongly suspected, though, that there was a reason the Kryptonian in the pairings (and threesomes and moresomes) all looked the same.

"God, my father was a slut!" Clark moaned in sheer teenage embarrassment. It was pretty undeniable. It was Jor-El in those paintings, looking enough like Clark to make Clark both die of the shame and burn with the curiosity.

"What the fuck, Dad? You came to Earth and fucked all the humans? Where the hell are all my half-blood relatives, then? Oh God, Kyla wasn't my **cousin** , was she?" Clark kept walking around the room, marveling at the complexity of the acts. He'd never thought of using his penis that way, or that people could actually get into that position. "I know now why the only messages you've ever sent me were all about you, and never a word about my mom. The **world** is about you! Holy shit... Jor-El, Sex God of Krypton."

Clark was starting to breathe hard, his penis twisting under his clothes in restless moves. This... this was way more explicit than even the porn magazines that Pete's brother smuggled them sometimes. And the porn magazines didn't have Clark's tentacle, so Clark had always ruefully known they weren't for him. Here, though, in vivid cave drawings, was proof positive that Earthlings could and did have sex with Kyrptonians. Lots of Earthlings. Clark moaned and his hand involuntarily drifted down his leg to rub against his jeans-clad thigh.

At the next picture, though, he dropped his hand and his mouth and stared in shock. That... that wasn't a woman Jor-El was having sex with. Nor a man. Not even a human. It was... Clark gulped. He gripped his thigh **hard** with his hand. It was a tentacle beast. That was the only way he could think to describe it. Sortof like an octopus, or squid, only with a lot less head and a lot **more** tentacles. All waving and twisting and curling... and doing things to his dad. Maybe Clark had better stop thinking of the man in the paintings as his dad because that was just gross to contemplate but oh god this was hot. The tentacle beast had one tentacle entwined with the Kryptonian's penis, just the way that Clark knew it would feel best. There were more tentacles in the Kryptonian's mouth, and a look of utter bliss on his face. And tentacles...

With a moan, Clark moved his hand off his thigh and offered it to his penis which had worked its way out of his pants. The tip of the tentacle twisted in and out of his fingers and Clark gasped as he stared at the tentacle monster. It wasn't a monster, it couldn't be with that much beauty in its body.

After a few moments, Clark shook himself and wrenched his gaze off the painting. He wasn't sure what had brought him here but...

For the third time that night, Clark's thoughts stuttered to a halt.

The next painting was Naman and Sageeth. Only a much, much more detailed and vivid drawing of them, and they weren't enemies at all, oh no, and that wasn't a growl on Sageeth's face, it was... "I don't think they were brothers," Clark whispered, his eyes round.

Two snake-like monsters that at this angle looked much more like large penis tentacles with faces drawn on them, entwined together, with their lower halves... oh yeah, those two weren't enemies at all. Clark gulped. Obviously, the Kawatches had forgotten about this room. Or had... not told part of their tribe about it? Somehow, though, everything painted in the other tunnels took on a whole new light with these drawings added to it.

Clark hadn't touched any of the other paintings, but he had to reach out to this one. He put his hand gently on the tentacle that represented Sageeth. "Lex," Clark said softly. "Oh, how I wish..."

But there were no bald millionaires in these cave drawings, and as erotic as they were, Clark was still alone. He dropped his hand and turned to leave.

Something scuttled, moving in the shadows.

Clark froze.

On the other side of cave, behind the lantern in the middle of the room, a tentacle beast stood.

Clark gulped. It was a bit taller than him, with tentacles all around, just as the drawing represented. Round, or more oval shaped at its base, but Clark couldn't really see the base for the tentacles. For that matter, he couldn't see a head either, there were so many tentacles everywhere.

There were larger tentacles that the monster touched the ground with, maybe ten or twelve of those, and then a multitude of smaller tentacles around it. There was almost no counting them, perhaps thirty or forty or more. The smaller, more slender, tentacles moved continuously, twisting like kelp in the sea. It was even more beautiful in person than it was in the painting. Clark sighed for a moment, admiring the grace and splendor of the creature.

The creature shifted, moving two of its larger tentacles out towards Clark.

Cloth fluttered on the edges of the tentacles. Blue, smooth, torn into little strips that... Clark darted his gaze to the lantern, wondering for the first time what the lantern was doing in the cave. He'd been too distracted before to notice, but that same blue cloth was tied around the lantern's handle and Clark thought he recognized that shirt, that former shirt.

Looking back at the beast, Clark could also see darker strips of a heavier fabric twisted in the tentacles.

Before he knew it, Clark was on the other side of the cave, hands grabbing through the tentacles to try and find a throat, a body, **something** he could grab.

"What have you done with Lex?!" he cried.

The monster made a noise that was a cross between a teakettle boiling and a set of chicklets chirping. The whole of the being shuddered within Clark's grasp and tentacles wound around his arms.

Clark gasped at the feeling, his body reacting in inappropriate ways to the feel of tentacles sliding over him. He forced the feeling away, concentrating on the torn parts of the shirt he could see. "That's Lex's shirt. His pants. What have you done---"

With a heave from several tentacles gripping him then straightening suddenly, Clark found himself several feet from the beast, staggering to keep his balance. The beast stood where it was, its body shuddering and its tentacles weaving in and out of themselves before it stilled all motion.

It seemed unnatural, for those tentacles not to be moving. Clark could feel his own, twisting around, wanting to go towards the beast. Clark forced it to hold still, like the monster was. Then he tucked it back inside his pants, not wanting the distraction, or the vulnerability if it was going to come to a fight.

Carefully, the beast used a few of the smaller tentacles to strip the pieces of cloth off itself and pile them on the ground.

"Lex," Clark whispered, watching those torn pieces of cloth piling up. "I swear to God, if you hurt him..." Clark was afraid. Some of those Kryptonian safeguards could be very nasty creatures, like the things in the cave walls. Lex's scientists had neutralized the things in the cave walls, but it was a different crowd in now and Clark didn't know how this monster could be neutralized or bring back Lex. Shreds of clothing had been all over the monster. Had it... "Did you **eat** him?" Clark stepped forward again, prepared to battle.

The teapot sound escalated in pitch, somehow managing to sound frantic and horrified, as the monster scuttled backwards. Then it held still and lifted two of the larger tentacles, holding them up, staying still for a moment, then moving them and holding again.

Patterns. It was trying to make patterns with the tentacles, but Clark couldn't make heads or tails of what it was doing. He did, however, relax a little. He didn't know why, but he wanted to trust this creature. "I don't understand."

This time, the teapot sounded annoyed. How that could possibly be conveyed with burbles and hisses, Clark wasn't really sure, but it did. It brought a reluctant grin from Clark and he relaxed some more. This creature didn't eat Lex.

The monster edged towards Clark, slowly and carefully, putting out its long tentacles a tentacle at a time and then flowing forward while the back ones also moved. It wasn't quite walking, not like a person, or even a centipede, though it sortof reminded Clark of one. It wasn't quite rolling either, it... Clark gave up on a comparison and held his ground the closer the monster got.

However, it dodged around him, very careful not to come within tentacle reach. It made its way to the cave wall and started picking up rocks.

Rocks? Clark blinked at the rubble upon the ground and then lifted his eyes. Up towards the top of the cave wall, there was a hole. Obviously a recent collapse and big enough for a human to get through.

Grabbing the lantern, Clark climbed up the broken path and went to the other side. He heard a hiss behind him, but ignored it in his concentration.

The other side was in the main caverns. Clark didn't know the actual spot, but he recognized the signs of the scientists and anthropologists having come through. Smooth floors, a string along the sides, a red flag at some interesting spot... and Lex's coat upon the ground. It was folded up and carefully placed, as if Lex had meant to come back for it.

With his eyes burning, Clark picked up the coat with the hand not holding the lantern. It unfolded from the careful folds, spreading carelessly open from where Clark held it, letting out a whiff of Lex. One of the colognes that Lex liked to wear, a hint of his sweat, a little musky, that scent that was Lex.

Clark brought the coat up to his face and closed his eyes.

After a moment, he opened them. He had to find Lex. By all indications, Lex had gone into the porn room and... Clark didn't know what after that. The strips of clothing seemed to indicate something violent, but Clark didn't believe the tentacle monster had anything to do with it. Clark didn't **want** to believe. It was so beautiful, so fluid, so perfect. Just thinking of the creature had Clark squirming, wanting to get nearer to it.

It was, however, more than just that. It was also in the creature's movements, its reactions. Clark really believed it, though they had no common language. It had said it didn't eat Lex, and Clark trusted it instinctively. He didn't know why, but he did.

Clark wasn't going to find any more answers out here. If Lex was anywhere, he was somewhere in or on the other side of the porn room. Clark hadn't really explored that much of the room after all, distracted by the paintings.

With a sigh, Clark rearranged the coat and the lantern until he had a hand free and could climb up the cavern wall again.

He was met with a snarling, burbling pot boiling furiously and Clark instinctively wrapped his arms around the coat, protecting it.

The creature instead grabbed the lantern with a dexterous tentacle and then backed off, still hissing furiously like a steam geyser going off. It placed the lantern on the far side of the room, then moved in front and to one side of it, as if protecting it, yet not blocking it off entirely.

"Oh. Um,..." Clark looked around the cave room, realizing he must have taken the only source of light when he'd left. "Sorry. I didn't think."

The hissing turned into a snort. As clear a "that's obvious" as Clark had ever heard.

Clark relaxed his grip on the coat. "Look. Lex came through here. I know he did. Did you see him? Can you help me find him? A human... about my height, no hair, elegant and slender, beautiful blue eyes... um, he was wearing those clothes. The shredded ones."

The creature moved closer to Clark. Its tentacles were more relaxed and waving naturally, curving in hypnotic twists as Clark followed one movement into the next into the next.

When it had gotten right up near Clark, yet still an arms-length of space between them, the creature used a long tentacle to point at the ground near them.

The rocks that it had been gathering were arranged on the floor in patterns... in words.

It read. "I *AM* LEX. STUPID CAVE. I HATE MY LIFE."

Clark blinked. He read the words again, then looked at the creature. "Lex?" he whispered.

Two of the longer tentacles lifted and fell.

"But, but, but..." Clark reached out to Lex and touched him.

The creature shuddered, the tentacle Clark had touched twisting within his hold but never leaving his flesh.

It felt familiar. Clark suppressed a gasp and his own penis started twisting inside his pants again, eager to get out and play. "Lex," Clark moaned.

The tentacle twisted out of Clark's grip and the creature... Lex... retreated.

Clark instinctively followed. "Lex. Lex, please. Don't go."

Lex stopped moving away, but his tentacles were tightly twisted together, still and not waving loosely around. Instinctively, Clark knew this wasn't right, that there was something wrong.

"Lex," Clark said again, reaching out and stroking along one of the tentacles. "It's okay. I believe you. And I'm sorry. I'm so sorry."

The tentacle Clark was stroking quivered in his grasp.

"My fault... I don't know what the cave thought it was doing, but I know it has something to do with my freaky alien heritage. And I'm sorry for that too..." It was a little late to try and hide it, and Clark didn't want to any more. Not when it did things like this to Lex. Although, "You're so beautiful."

Lex tried to pull the tentacle away again. Clark let it twist partially away but then moved his wrist and hand and recaptured it, stroking in the way he knew tentacles liked. It felt so wonderful. **Lex** felt so wonderful.

"I mean, you're always beautiful, with your lean elegant body and the way you glide instead of walking and your eyes and your laugh and your smile... but like this.... It's like every part of your grace and elegance have just been put out on a different display. Like the way you're moving now, each part waving gently yet together as a whole." For Lex's tentacles had relaxed while Clark stroked the one, all the rest of him starting to twist and draw nearer to Clark. "The slender elegance of each part of you." Clark leaned over and breathed in, "Your smell. I can't believe I missed your smell before, but it's all you." Even a hint of the cologne was still in the musky smell. Clark brought his hand, and the tentacle to his mouth. "Your taste."

Lex's whole body shuddered, and he made a weird noise somewhere between the hiss of before and a rumbling that kind-of reminded Clark of purring.

Clark continued to lick, sucking the tentacle partly into his mouth while playing with the rest of it with his hands. He knew what it took to make tentacles feel good, yes he did. Though he was improvising with the mouth part, not being quite that dexterous on his own. Well, he had sucked his dick before, but it was more effort than reward, even if his penis was longer than a human's when it was extended.

With Lex, there was no effort at all, simply pleasure. Inside his mouth, the tip of the tentacle twisted around, partially just reacting, and partially exploring. It was the most incredible feeling he'd ever experienced. Clark moaned and held his mouth open, letting the tentacle in as much as it wanted to go, licking at it whenever it would twist near his tongue.

He didn't stop working with his hands, stroking along the slender smooth sides, bringing the edge of his wrist against it and then turning so the inside of his pulse point was the contact. He curved the hollow of his palms to glide up and down, fluttering his fingers along the warm flesh he stroked.

This tentacle wasn't the only one. At this point, all of Lex's tentacles were now waving, and a big one had wrapped itself gently around Clark's leg. Clark's penis furiously twisted inside his pants, contained where it wanted freedom. It found the top of the zipper and worked itself out. One of Lex's tentacles met it and they twisted together.

Clark gasped, moaning around the tentacle in his mouth. So good. He'd never felt anything like it. Fingers and hands were no substitute for two tentacles together, twining around, flesh against flesh. He could hear himself keening and forced himself to swallow instead, careful of the tentacle in his mouth. It moved partially down his throat with the swallow and then thinned out and shimmied back up.

Clark lost his balance, but there were now three of the larger tentacles around him and he didn't fall. He didn't think he was standing anymore, but he wasn't falling, held by tentacles and lust.

There was a sound of a burbling geyser hiss and the tip of the tentacle in his mouth suddenly straightened stiffly and warm liquid flowed inside Clark's mouth. It tasted much like his own, yet there was something different that Clark decided was Lex.

The tentacle slowly twisted out of Clark's mouth, the movements slow and sensuous. It stroked along Clark's cheek. Clark turned his face into the movement, lips trailing along the edges.

He stroked one more time along that tentacle, then reached his hands out to either side. More tentacles rushed in to twist with his fingers, moving up his arms, nudging for his attention. Clark tried to pet and stroke every tentacle within his reach.

Several tentacles had come up to his mouth, asking in. He opened and let them in. They explored both his mouth and tongue and also each other, twisting together inside where he could feel them moving.

His pants ripped, the tentacles that were crawling in every direction along his legs seeking the flesh and cloth a casualty. He thought the shirt had gone the same way, for there were tentacles exploring his chest, fluttering over his nipples and poking inside his belly button, making him laugh and gasp at the same time. Noises that made their way through his mouth of tentacles.

The large tentacles maneuvered him up, so that Clark was on a bed of tentacles, nothing stable for one moment on his body but continuously weaving around him. An illusion of stability and floating at the same moment. Almost disconnected from everything but the sensations.

With a short cry, Clark jerked his head back, dislodging the tentacles in his mouth as pleasure shot through his body, his tentacle emulating Lex's earlier one. So good. It had been so much more than his hand, so much more than the loft. Somebody else twisting with him, playing together, not alone.

Clark sighed for a long satisfied moment, then opened his mouth again to let the tentacles back in. There were so many, so much of Lex that Clark could pleasure in return. He languidly stroked the tentacles in his reach, fluttering his fingers and enjoying the play of their lengths along him.

There was another bubbling sound from Lex – the purring sound had never really stopped – and Clark found himself turning in the air, tentacles around his body twisting until he was facing up and not down, staring at a rock ceiling and feeling... Clark shuddered, laying his head back into the bed of tentacles. His whole body relaxed limply, the better to feel the tentacle that was drifting inside the hole between his buttocks. Slick with releases from other tentacles, gently twisting at the entrance with a thin tip until the entrance opened more and the tentacle slid smoothly in.

Clark sighed again, his body both relaxed and incredibly sensitized. He limply opened all of himself for the tentacle that was now twisting in spiral curves inside, working its way up.

On his outside, tentacles stroked him, both soothing and electrifying. One continuously drifted across his cheek, touching his lips, then back over his cheek again. More played in his hair, others working their way up and down his body, the most elegant massage he'd ever had – and Lex had talked him into having one before, so Clark had something to compare it to. In a raindrop to thunderstorm sort of comparison, for this was like nothing Clark had truly ever experienced.

He cried, his body twisted a little itself as the tentacle inside spiraled across his inside spot. It wasn't a human prostate – he knew that from his own research. It was higher up and not bumpy. But it was a sensitive area and he'd learned to find it. Again, though, nothing in comparison with having a tentacle there. Spiraling over and over and over that area, shaking Clark with the vibrations of his pleasure and his body relaxing and opening and...

Sharp sudden straightening of the tip of the tentacle and the point of smooth spot in Clark parted to let it in.

Clark froze, completely unable to move as ecstasy shot through his body in an electrical shock that paralyzed even as it pleasured.

It was many moments before Clark regained any sort of feeling again, his whole body thrumming with the aftereffects. He even thought he was purring in the same way Lex was, an area in his throat vibrating in time with the tentacles along his body.

He was wrapped up completely in tentacles, enveloped in love and protection. He breathed the moistened air and smelled them both, he and Lex.

"Lex," Clark whispered happily, his hands reaching out to curl around the tentacles that were there. Then he fell asleep.

... ... ...

Clark woke up slowly, his whole body completely satiated in a way he never felt before. The ground beneath him was hard, but there was a soft warm body pressed up to him and that was right. Clark tugged the figure closer and started to drift off to sleep again.

Then he woke up more abruptly, remembering just **why** he felt so good and... Clark glanced at the body alongside his.

"Lex!" Clark exclaimed happily.

Blue eyes blinked sleepily at him and then sharpened as Lex too, apparently remembered. Lex tried to pull away but Clark kept him close.

"Clark! Oh God, I'm sorry... I..." Lex floundered on his words.

"It was what I wanted," Clark said firmly, denying Lex any guilt in it. Though Clark felt a twinge of his own because it was his alien cave that had done this to Lex and he didn't actually know if **Lex** had wanted it...

"I did," Lex said softly, his eyes now soft and wondrous. "I've wanted it for so long... when I got in here and saw those paintings of you and the others I was so **jealous**. That's when it happened."

"Um," Clark turned his head to look again at the pictures. "That's not me." Yeah, he and Jor-El looked a lot alike. "It's my dad. My biological dad. Apparently he'd visited Earth sometime in the past and that's when all this..." Clark nodded his chin at the walls, not wanting to take his hands of Lex. His hands were stroking along Lex's back and sides, feeling the smooth skin and enjoying it. His Lex was back. Not that the tentacle form hadn't been incredible as well...

Reminded, Clark moved a hand around to curiously touch Lex's penis, moving a bit away so he could look down and see.

"Clark," Lex gasped out, his hand reaching to cover Clark's, but not stopping him.

"I'm curious..." It wasn't like Clark hadn't seen human penises before, but he'd never had the opportunity to explore one, to stroke it and feel the similar soft skin pulling over flesh. To have one start to harden in his hand. "Wow."

Clark slipped out of Lex's arms and moved down his body to explore this in more detail. It was fascinating, how it just hardened up like that, growing longer and stiffer as Clark stroked and held it. He licked at the tip, so much larger at the top than his own. Curiously, he tongued the slit, slipping the barest edge of his tongue in and out of it.

Lex gasped, his hands curling into Clark's hair. "Oh fuck. Clark, Clark. Oh fuck..."

Balls were interesting to play with. Clark explored those with one hand while he pushed a little further down with his mouth on the shaft. He didn't think he'd be able to get it all in. This was so much thicker than a tentacle, and it didn't thin itself out to reach conveniently down. It didn't reach anywhere, simply a solid mass for Clark to lick and suck at. Which might have been a little boring... except for the sounds that Lex was making.

In the years that Clark had known Lex, he'd never heard him making those sounds. The loss of the teapot kettle was worth it to hear the gasps and moans, broken near sobs, Clark's name in a reverent hush followed by a cry and curses. Doing **this** to Lex.

Lex was also moving, thrusting his hips back and forth in the way Clark had seen in those porn movies, his whole body actively straining for Clark and the pleasure he obviously felt in Clark's mouth.

Clark sucked harder, trying to get further down, his hands still exploring around the rest, twisting and playing in a way that wasn't quite returned... but was enthusiastically received all the same.

Another yell and Lex stiffened. Then a pulse of something in Clark's mouth. Clark blinked, pulling off and sucking the drops off. That was... thicker than his own, almost creamy in a way. Bitter tasting, yet still that distinctive taste of Lex.

Lex's hands pulled and tugged Clark up to him and he kissed the taste out of Clark's mouth. Their first kiss, actually. If you didn't count the riverside. Clark didn't know how he'd lived for so long without it. Lex's kiss was nothing to Tina's, to Chloe's, to Lana's, to Pete's that time Pete and Chloe had been high on rock wall creature.

And that reminded Clark. Clark pulled back. "Lex, I'm sorry my freaky alien heritage forced you into this..."

Lex's hands cupped Clark's face, gentle and secure. "I won't say I wasn't surprised, but didn't you hear me earlier? I'm not unhappy. Delighted, in fact. Clark, I've wanted you for so long... these last few months have been hell without you. If there's something in your... alien... heritage that pulled us back together, I can only be thankful for it. And sex. Bonus."

Clark had to laugh. Lex didn't say things like 'bonus', except when he was teasing Clark by falling into his speech patterns. Lex grinned back at him happily and kissed him again.

Why had Clark stayed away from Lex again? Oh yeah, because of the alien thing. Yeah, look at how horribly Lex was reacting to that... "Lex, I... my dad. He..."

"We can worry about the shotguns later," Lex murmured into Clark's skin, starting to trail the kisses down Clark's neck.

Moaning, Clark arched his neck to better receive the licks and kisses. "Not my real dad, my biological one. He's dead but there's this computer thing that says he's him... my destiny is to conquer Earth and rule humans."

Down to the nipples, Lex snorted even as he sucked and teased them. Finally he moved his mouth off to reply. "Your destiny is with me, Clark. None other. And I heard your little speech before you came into the cave. I'd put a Kent-raised Clark over a computer's ravings any day. You're not going to conquer Earth, Clark. What would you do with it?"

Clark opened and closed his mouth a few times, unable to actually think of anything to say. He couldn't think of anything to do with Earth, really, except to stop the wars and... Clark's mouth opened wider as he gasped. Lex was using his own mouth to put all the lessons he'd learned on tentacles to Clark's own.

"Oh..." Clark writhed on the ground, but with shallow movements because he couldn't move away from that wondrous incredible wet warm heat... his tentacle stretched and reached inside, exploring Lex as Lex had earlier explored Clark. Lex was humming. The vibrations were making Clark crazy, his tentacle trying to reach for the source but the source was everywhere....

Lex pulled away.

Clark cried out for the loss, his tentacle stretching, reaching for the want, Clark's hands following suit.

"Clark," Lex said urgently, his hands stroking Clark, letting the tentacle play with his fingers, "Can I? I want to...? Please."

"Yes!" Clark wanted it too. To have that large thick penis inside of him, to be claimed in the human way.

Lex got to his knees and moved over Clark, and then sat down, his hands guiding Clark's tentacle behind him.

Clark blinked in surprise but quickly was distracted by the feel of his tentacle working its way up inside Lex. Twisting gently around at the hole until it started to part. Not as readily as Clark's had, but still, enough to get in, slightly slicked by the time in Lex's mouth.

Inside Lex was heavenly, whether it was inside his mouth or inside elsewhere. Clark put his hands on Lex's thighs and held on as Lex cried out above him, his eyes dilated almost black.

"Clark," Lex gasped as Clark's tentacle started on the spiral dance.

Clark could feel the bump inside, the one the textbooks had said would be there. His tentacle spiraled over it again and again, even as it reached up for something Clark knew it wouldn't find.

Lex was incoherently crying out, the sounds more random than even when Clark had been sucking him. His whole body was shaking, and his pupils were blown. It was obvious that though Lex hadn't closed the lids, he wasn't seeing anything at all, his whole attention to the pleasure in him.

Lex was beautiful. Clark wanted to see him like this forever. Every night, every day. With Clark inside him and Lex accepting – joyfully accepting – what Clark was. Clark spiraled harder, thickening his tentacle instead of letting it stretch upwards more.

In silence all the greater for the contrast with the cries he'd been making, Lex came, milky white spurts jutting out of his penis and onto Clark's chest.

With a gasp, Clark released his tentacle and it shot up, straightening to jab at the fleshy wall inside Lex but nothing opened but that was okay because... yes... Clark sighed, his eyes fluttering shut for the release. So much better than in his hand. Clark never wanted to come anywhere except inside Lex ever again. Well, okay, maybe that was an exaggeration, but still. Clark's tentacle slipped out, limply returning in close to Clark to rest.

"So wonderful," Lex murmured as he collapsed down beside Clark, gathering Clark up in his arms and holding him close.

Clark returned the embrace, stroking Lex's smooth skin. "You really think so?" Clark asked shyly.

Lex opened his eyes to look with fond amusement at Clark. "Silly question." He closed his eyes again and gently mouthed the edges of Clark's ear. "Yes," he whispered. "Yes, always."

Happily, Clark grinned. "Lex, I want you to fuck me."

Blinking, Lex opened his eyes again. "Now? Is insatiability part of your powers too?"

"Not now," Clark blushed, though he kindof did want it but, "I just meant – I thought that's what you were going to do earlier. I want it."

"Clark," Lex said hesitantly, doubt on his face. "It won't be as good. I'm only human."

Clark's heart melted into a little puddle. He kissed Lex frantically, first with rapid peppering kisses, then slowing to deep lingering ones, tasting every bit of Lex.

"I want you, Lex. In any form you are in. You're what will make me happy, not tentacles."

Lex's reply was in the return kisses.

Though later, he sleepily murmured, "Maybe I can make a prosthetic tentacle..."

Clark snorted with laughter as he held Lex and they both drifted off to sleep again.

 

\-----------------------------

 

Epilogue: Some time later.

"Clark, I've been thinking, and I don't think the reason your bio-dad never mentions your mom isn't because he didn't love her."

"Lex, you saw the cave!"

"Yes, and... I think you don't have a mom."

"Huh?"

"Well, actually, I think your dad is your mom."

"What?"

"Um, Clark... what do you actually know about your biology?"

"Lex, you aren't implying what I think you're implying, are you?"

"You might want to take a pregnancy test. Just in case."

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END

**Author's Note:**

> Mostly beta'd by the awesome Sue. Cross-posted to [the tentacle fest](http://tentacle-fest.livejournal.com/27540.html).


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